SEQUANS COMMUNICATIONS — Regulatory Filings 2011

Apr 11, 2011

8-A12B 1 d8a12b.htm FORM 8-A Form 8-A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

SEQUANS COMMUNICATIONS S.A.

(Exact name of registrant as specified in its charter)

French Republic	Not Applicable
(State of incorporation or organization)	(IRS Employer Identification No.)

19 Le Parvis 92073 Paris – La Défense, France
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
American Depositary Shares, each representing one ordinary share, nominal value €0.02 per share	New York Stock Exchange

Ordinary shares, nominal value €0.02 per share New York Stock Exchange*

• Not for trading, but only in connection with the registration of American Depositary Shares.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities Act registration statement file number to which this form relates (if applicable): 333-173001

Securities to be registered pursuant to Section 12(g) of the Act: None

ITEM 1. Description of Securities to be Registered .

For a description of the securities being registered hereunder, reference is made to the information set forth under the headings “Description of Share Capital,” “Description of American Depositary Shares” and “Taxation” contained in the prospectus included as part of the Registrant’s registration statement on Form F-1 (File No.: 333-173001), as amended, originally filed with the Securities and Exchange Commission on March 22, 2011, under the Securities Act of 1933, as amended, which information is incorporated herein by reference.

ITEM 2. Exhibits .

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

/s/ Deborah Choate
Deborah Choate
Chief Financial Officer